Allen Walker and his golem, Timcanpy have recently arrived in London, planning to visit the Black Order Headquarters. Meanwhile, Officers Moore and Charles are investigating a supposedly haunted church. While searching this abandoned building, Moore and Charles are separated due to Allen's "kidnapping" of Moore. After he is handcuffed to a chair, Allen tries to explain his situation to Moore when Charles is suddenly killed. Since Moore was unconscious due to the attack, Allen is suspected of Charles's death. Allen attempts to tell the chief that an akuma killed Charles and that he would like to help. However, due to the disbelief of the chief, Allen is placed under house arrest while the rest of the police unit investigate the church themselves. During his stay at Moore's home, Allen explains to Moore about what is akuma and later on, he meets Moore's brother-in-law, Mark who is the akuma that killed Charles and countless others who visited the church. Upon investigating, Allen finds out that Moore's sister, Crea is the soul entrapped in the akuma. The akuma later kills the police units excluding Moore and later, Allen destroys it by using his Anti-akuma weapon.

Allen finally arrives at the Black Order Headquarters. Due to a misunderstanding, everyone thinks he is an Akuma. Yu Kanda confronts Allen and damages his anti-Akuma weapon. Eventually, it is resolved when Komui finds a letter of introduction from Allen's master, Cross Marian. Afterwards, Allen is allowed into Headquarters and is given a tour by Komui's sister, Lenalee Lee. After getting his arm repaired by Komui, Allen is examined by Hevlaska, an exorcist who is able to measure his synchronization ratio. In addition, she predicts that Allen will create a powerful "Destroyer of Time" in a dark future. From Komui, Allen learns more about the war between the Earl and the Innocence. Reever Wenham, the unfortunate assistant to Komui, is introduced in this episode as well. We also get a glimpse of Allen's "dark" yet comical past with Cross Marian.

After Komui wakes up from his nap, he assigns Allen and Kanda on a mission to investigate strange occurrences in the ruins of a town called Mateel, located in Southern Italy. An Innocence is discovered there, but it is in danger of being taken by the Akuma. There is a legend that a ghost roams Mateel, killing anyone who wanders near it. The ghost is somehow connected to the Innocence. Along the way, Allen talks to Toma, a Finder, who told him about how strange occurrences in history are usually related to the Innocence. Meanwhile, the Finders in Mateel capture two Akuma in barriers, but they are attacked by a third one. Shortly after the two exorcists and Finder arrive, they witness the Akuma attacking the last remaining Finders. While Allen runs to fight the Akuma and tries to save the Finders, Kanda rescues Guzol and Lala, whom the Finders protected in a barrier. During Allen's fight against the last Akuma, the Akuma evolves to Level 2. Kanda refuses to help Allen and leaves with the Mateel residents to a safe place. The episode ends with a stunned Allen being attacked by another Allen.

Allen continues his battle with an Akuma that has leveled up and gained the power to take on a person's appearance and powers. Meanwhile, Kanda hears from the "Ghost" of Mater the history of the town and the Dolls they made to cheer themselves up.

The adventure in Mater draws to a close as Allen and Kanda discover the truth of who the Doll actually is and then battle the level 2 Akuma for possession of the Innocence.

On his way back to the Black Order headquarters from Mater, Allen meets a boy named Jean. Jean and his friends have organized a patrol to search for Akuma within the town. Allen warns the boy that this is dangerous, but Jean won't listen.

Allen's past is revealed as he confronts the Earl of the millennium, who wants to kill Jean for causing problems with his patrol and calling the Earl "a bad guy".

Komui's latest invention, Komurin II, is designed to make exorcists stronger. However, Komurin II goes out of control and starts hunting the exorcists within the Black Order. Its all the scientists can do as they try to stop the robot from capturing Allen, and despite his experience with Komurin I, Kanda refuses to help. Meanwhile outside of the Black Order, the Millennium Earl holds a dinner with several strange humans with golden eyes and crucifixes on their foreheads, one of which is a young girl with spiky dark hair.

Allen and Lenalee are sent to investigate a town where the day of October 9th keeps repeating itself. Once there, they meet a woman named Miranda Lotto and thus learn of her significance to the strange phemonenon of the town. The Millennium Earl announces to his family, the Noah Clan, that it is time for them to head out and continue their mission, thus leading one of the Noahs, the young spiky haired girl Road Kamelot, to investigate the Rewinding Town.

Allen and Lenalee resolve to help Miranda in order to prevent time from repeating itself. Unbeknownst to them, Road has been watching their every move and has special plans for them.

The terrible realization that Road Kamelot is a human horrifies Allen, who cannot understand why a human and akuma work together. The talking umbrella Lero chastises Road for going against the Earl's plans, but Road points out this little incident was only to 'spice things up'. To prove herself as different from regular humans, Road stabs herself with Allen's Innocence, only to recover right in front of him quickly. She stabs Allen in the cursed eye, and makes to kill Miranda, but Allen rescues her. Through this Miranda has a realization about herself, which causes a reaction from the Innocence.

Thanks to Miranda's Innocence, Allen and Lenalee temporally recover and fight for survival against Road and her Akuma. Just when things seem to be going well, Road decides to torment Allen by ordering an Akuma to self-destruct, explaining that an Akuma who dies this way will never be saved and their soul will be forever lost. Desperately, Allen tries to exorcise the Akuma before it happens, but Lenalee stops him, and the Akuma explodes. The soul is seen begging for Allen's help, and he takes out his anger on Lenalee, who slaps him before telling him as a friend she had to stop him. Road laughs at the scene before leaving, and Allen tries to stop her, but is unable to bring himself to kill the Noah. Road leaves the dimension promising Allen that they will meet again. The Exorcists, along with Miranda, return to Miranda's home.

The battle with Road is finally over and Allen is unsure on his reasons for becoming an exorcist, but after meeting a new exorcist partner, Lavi, his sense of reason returns to him by understanding the significance of wearing the exorcist uniform.

Allen, Lavi and Kanda are sent to investigate a mysterious rapid snowstorm, which could be due to Innocence. Here they meet a young girl and her father, who is obsessed with finding something called The Leaf of Revival to bring back his dead son. Meanwhile, also searching for a possible Innocence in the same area are three Level 2 Akuma under the command of a Noah named Skin Bolic.

Allen, Lavi and Kanda continue their search for the Leaf of Revival, which they assume to be the Innocence. After realizing it is Innocence after all, the three Level 2 Akuma attack to retrieve it from them.

While searching for an Innocence in Rome, Kanda encounters a mysterious swordsman named Victorio, whose power is unbelievably strong. When Kanda hasn't returned after a while, Komui asks Allen and Lenalee to go to Rome to investigate why Kanda is taking so long, thus they learn the history of Victorio and the Princess, whom he vowed to always fight for.

Allen, Lenalee and Kanda find themselves in a predicament when they battle Victorio. How can they stop someone who apparently cannot die from shear wounds?

Seeing Lenalee and Russell going out together, Komui assumes that they are dating and in rage, chases after them with his newly built, Komurin v2. Concerned, Allen, Lavi and the Science Division work together in an attempt to stop his reckless behavior. Meanwhile, an Akuma with amazing transformation skills has targeted Lenalee, but keeps being on the receiving end of Komui's explosive inventions.

While on a mission to search for General Cross, Allen is beseeched by several villagers complaining about a "vampire problem." Soon after the ruckus, Lavi and Bookman join Allen on his new mission.

Allen and Lavi decide to investigate Arystar Krory, the vampire who is supposedly terrorizing the village. They head up to Krory's castle and meet his beautiful lover, Eliade.

When Allen and Lavi discover the truth about Krory's attack on the villagers, he appears before them with an intention to fight, thus leading to a rather fierce battle.

While Lavi and Krory continue their battle outside the castle, Allen finds out the truth about Eliade.

Devastated by what he just learned about Eliade, Krory decides to fight her, despite his feelings toward her. Finally, Eliade is defeated and Krory decides to become an exorcist.

After finishing the mission that General Cross left for them, Allen and Lavi accompany Krory back to Headquarters so he can be inducted as an official exorcist. Krory is inexperienced to the outside world, and is very easily deceived by others. He soon gets hustled in a game of cards by a rag tag group of three men, and Allen proves his cheating skills when he wins everything back. One of the men, Tyki, gives Allen a pack of cards before they leave; but this Tyki is soon revealed to be an ally of the Millennium Earl and a Noah.

Having been sent by Komui to deliver a package to General Kevin Yeegar, Allen arrives at Holland, but the general does not show up. Finding out that General Yeegar went to Belgium to investigate a newly-discovered Innocence, Allen heads for Belgium as well. There he meets Yeegar for the first time and discovers what a nice and kind person he truly is.

The Millennium Earl makes an announcement that the next chapter in this wonderful story is about to begin as General Yeegar is confronted by Road Kamelot and Tyki Mikk, two of the Noahs, along with a hoard of Akuma. Allen meets Lenalee and the two discuss the kindness of Yeegar, but soon receive a phone call from headquarters telling them to support Yeegar. Yeegar proves himself more then capable of dealing with the Akuma, but falls victim to his own memories of his tragic class. Road sings an eerie song about the Earl's search for the Heart of all Innocence, and when Exorcists finally arrive to where Yeegar is, her song is the only thing he can say. Komui is forced to explain what the 'Heart of all Innocence' is.

After General Yeegar's tragic death, Allen, Lenalee, Lavi and Krory are separated into two groups and sent to look for General Cross and guard him from the enemy. During this time, Allen tells Lenalee his bitter memories of Cross and the tragedy of a good friend.

Krory, Lavi and Bookman come upon several villages where people keep disappearing. They soon learn of a possible Innocence and a mysterious Level 2 Akuma. The Akuma works on the farm and plays with the children, and Krory lowers his guard as he believes in the possibility of 'good akuma' like Eliade. When it seems as there is another Akuma, Krory goes after it viciously but the Akuma escapes. When the truth is revealed, Krory is forced to accept the fate of being an Exorcist.

The Millennium Earl is seen bouncing about cheerfully, answering several phone calls and confirming business deals. Allen and Lenalee arrive at Liverpool to meet Mother, who took care of Allen during his training years with General Cross, to ask her about his master's whereabouts. Both exorcists soon discover akuma in the area and a possible conspiracy at a local hospital.

While Allen comforts Lisa as she mourns her sweetheart's death, Lenalee investigates the cause of why there is a large quantity of akuma in the area, thus revealing the work of a Broker, who sells souls to the Millennium Earl. There are two suspects, the chief doctor, and a young money-hungry one. Working undercover as a nurse, Lenalee is determined to find out who.

While heading off to Headquarters to become an exorcist, Miranda gets separated from her Finder escort. Here she meets a nice travelling family who takes her in, however, when Akuma discover her Innocence, they mount her but Officer Moores saves her just in enough time for Lenalee to come and rescue them both.

While waiting for a ship to rendezvous with Lenalee, Allen encounters a group of wannabe pirates who claim that a pirate ship is sinking ships along the coast.

While on his way to meet up with fellow exorcist, Daisya Barry, Kanda hears a rumor about "The Forest of No Return" and discovers he must pass through it. There, he meets a Finder named Gozu and soon comes upon a village where, according to a legend, a witch is supposed to live.

Kanda and Gozu discover the truth about the legend of the witch and Sophia's tragic past, which leads to a fierce battle.

As she is on her way to reunite with Allen, Lenalee agrees to accompany Gozu to the next town. However, in the midst of the forest, they meet a group of stranded villagers, running away from their home because of wolf attacks. The wolf attacks are revealed to be the work of Akuma and Lenalee receives help from Suman Dark, an exorcist and long time friend, who is searching for General Zokalo.

Continuing their search for General Cross, Allen and Lenalee get attacked by Akuma and bump into a group of Finders. Meanwhile, at another breakfast gathering, The Millennium Earl announces to the Noah Clan that he's come up with a plan to get rid of the exorcists. He gives Tyki, Jasdero and David (Twins), and Skin a card with names on it of whom he'd like them to kill and get rid of.

As Kanda and Daisya head out to Barcelona to meet up with General Tiedoll, Daisya reminisces about his past on how he became an exorcist and how he met General Tiedoll.

With there destination not too far away, Kanda and Daisya meet up with another fellow exorcist, Noise Marie, and together they head for Barcelona. Meanwhile, a massive attack from a legion of Akuma brings crisis in Barcelona where it is thought to be the location of General Tiedoll. In fact, he is travelling with a family and still sketching landscapes. The large groups of Finders struggle to protect the city as they wait for the exorcists to arrive, but are ultimately overwhelmed. Luckily, Kanda and the others arrive just in time, but to their misfortune Tyki is in the same area. While the Exorcists are split up, Daisya meets Tyki and realizes Tyki is not human.

Daisya attempts to fight Tyki, but is no match for the powerful Noah, thus leading to a tragic conclusion. Meanwhile, Allen and Lenalee rush over to Barcelona when they heard that it had been attacked. When they arrive there, they find the bodies of their comrades. Meanwhile, Kanda and Marie finally meet up with General Tiedoll. Tyki gets himself lost, and meets up with Suman Dark and his teammates. The tragedy of the war is escalating, even the Noahs appear sober in comparison to their previous antics. Back in the Black Order, Komui is forced to show a more ruthless side as he forbids the Finders from telling the decreased's families of the deaths. Tiedoll and his exorcists briefly meet Allen and Lenalee, and tells them that Timcampy could be their guide for Cross.

Following Timcampy on the continued search for General Cross, Allen and Lenalee reunite with Lavi and Krory in a town celebrating the Rose Festival. Lavi tells them the total number of casualties, and how one of the Exorcists were killed by a Noah. Meanwhile, Road is seen abusing Lero, while the Millennium Earl talks about his concern with General Cross. During the night, Allen remembers the people he could and couldn't save. He cannot stand the fact that he can't protect his companions, but with the help of Lavi, realizes the true reason for why they fight. The next day as they make to leave, a beautiful blonde woman is seen watching them.

Allen, Lenalee, Lavi, and Krory arrive at the Bosphorus Strait but a storm delays them from going further. A cat leads them to an inn, but during the night an Akuma attack prevents them from resting. Indeed, the cat is seen with the Millennium Earl, and taking orders. It seems that lurking and plotting to kill the exorcists is the beautiful blonde Noah, Lulubell, and her Level 2 Akuma servant, Mimi. When Lulubell reveals herself, the rest of the exorcists realize their trip was going to be more difficult then ever now that they had a new Noah to deal with.

The exorcists explore the oriental world they find themselves in, but are far from being able to relax. Lulubell initiates a devious trap to separate the exorcists in an attempt to eliminate Allen and stop them from reuniting with General Cross. She seizes her chance when Krory gets himself lost, and impersonates as Lenalee to lure him to the outskirts of town. Krory is nearly defeated by her akuma, but the other exorcists arrive just in time. In the struggle, Lenalee and her imposter became confused, and both of them are captured by Akuma who then take separate paths. Allen and Krory go after one, while Lavi goes after the other, forcing the group to split up and rendering Allen and Krory lost.

Allen and Krory, having been separated from Lenalee and Lavi, arrive in a town and meet a boy named Selim, who is accused of stealing a stone statue, which is the town symbol. Everyone seem unwilling to believe him, except the mayor's daughter Karya. The villagers threaten to kill Selim, but Allen senses Akuma and destroys them in front of the villagers. Afraid, the villagers chase the exorcists back into the forest, as planned by Lulubell and Mimi. That night, Selim tells Allen and Krory how he witnessed the stone statue moving; suspecting Innocence the exorcists decide to investigate. They spot the stone statue moving into a ruined temple, and they follow it, where they become target of Mimi's Akuma.

Lavi races against time to try and make it to Bookman's location to cure Lenalee's illness, and in the canyons saves a young maid from an akuma. The maid is actually Mimi, who plots to steal Lavi's Innocence and kill them both. Luck doesn't seem to be on her side, Lavi always managed to directly or indirectly stop her from stealing his weapon. Lenalee's condition is worsening, and she tells Lavi to leave her but he refuses. The situation stirs up memories in Mimi of her own creation, and she becomes more determined to finish the mission and see Lulubell smile. She finally manages to steal Lavi's Innocence and attempts to kill the two exorcists, but Bookman's arrival turns the favour back on the exorcists' side. A defeated Mimi returns to Lulubell, who decides not to dismiss her. That is all it takes for Mimi to smile once more.

Kanda, Marie, and General Tiedoll arrive in Czechoslovakia where they meet a man named Klaus, who tells them the history of Jan Novak's famous mansion. The exorcists soon discover a trio of Level 2 Akuma who lure them into Jan's mansion, and utterly, a trap. The mansion is full of tricks and twists, along with hoards of Akuma to fight if you're not careful. With Tiedoll curiously poking around and Klaus' interference, Kanda and Marie have their hands full just protecting them.

In order to be reunited with Lenalee, Lavi, and Bookman, Allen and Krory must cross the Himalayan Mountains, in spite of a snowstorm. Behind the scenes, Lulubell sets up her plan to deceive the exorcists and trap them on the mountains forever. Impersonating as a young guide, she takes the two exorcists through a 'shortcut' in the mountains, then uses the weather as an excuse to set up tent. That night, both Krory and Allen sees the illusion of their loved and feared ones: Eliade and Arystar Senior for Krory, Mana and Cross for Allen. Eventually after an akuma attack and then an avalanche, the group finally reunites, but Lulubell states an almost sinister fact regarding their mission.

After Allen, Krory, Lenalee, Lavi, and Bookman are reunited with each other, they arrive in a town where a strange phenomenon is causing a water shortage. They soon discover a girl named Mei Ling and a history with a crystal ball that might be the cause of the water shortage and a possible Innocence. Also searching for the possible Innocence is two Level 2 Akuma.

The exorcists race to save Mei-Ling from the two Level 2 Akuma who have kidnapped her in an attempt to steal the Innocence. After some rough encounters, Mei-Ling is too frightened to do anything, and Lenalee offers her the chance to simply walk away. Upon hearing the explanation about exorcists and akuma, Mei-Ling finally accepts her destiny as an exorcist and an Innocence compatible user. At the end, disgusted by the akuma's failures, Lulubell orders it to self destruct.

Annoyed that another Innocence has reached its compatible user, the Millennium Earl orders Lulubell to investigate the new Innocence. Sensing that the Noah is frustrated, Mimi offers to do the job for her, and gets to keep a bell of Lulubell's. The scouting akuma are foreshadowed by Mei-Ling's Innocence and this allows the exorcists to defeat them all, so Mimi decides to try stealing the Innocence before attacking any of the others. Things do not go as planned and she ends up in a fight with Lenalee. Mimi decides she won't retreat this time and finally reveals her akuma form: a large dragon with the power of ferocious wind. While challenging, the exorcists' combined efforts effectively defeat her, and the Millennium Earl gives Lulubell new akuma to use instead. Realizing that Lulubell is leaving her, Mimi follows, ignoring her injured state.

Allen, Lenalee, Krory, Lavi, and Bookman accompany Mei-Ling to meet with her Finder at the Asian Headquarters. However Lulubell and her hoards of Akuma are hot on their trail. Even though she is badly hurt, Mimi decides to help Lulubell in any way she can, even at the cost of her own life.

Allen, Lenalee, Krory, Lavi, and Bookman arrive in Guangzhou, where they meet the beautiful Anita and servant, Maho-ja, who are supporters of the Black Order and who also inform the exorcists that General Cross has already left China and is heading east to Edo, Japan. However, his ship was attacked by akuma and it is unknown if he survived or not. Anita and Maho-ja decide to prepare the ship and accompany the exorcists to Edo.

After the preparations are completed, the ship begins to set sail. In the distant horizon, Allen's left eye picks up legions of Akuma, both level 1 and 2, approaching the ship from the horizon. Realizing a massive attack, the exorcists prepare for battle. However, they soon discover that they are not the intended target...! One of the Level 2 Akuma separates Allen from the ship and leads him straight towards the akuma's intended target!

Recognizing the enormous and uncontrollable white object as fellow exorcist and good friend, Suman Dark, a horrified Lenalee wonders how he became a Togaochi (Fallen). The legions of akuma continue to assault the huge Suman, but fail. Allen and Lenalee desperately try to discover how to stop Suman's Innocence from insanity.

Allen attempts to stop Suman from destroying a nearby village by increasing his Innocence's synchro rate to its maximum power. While struggling to stop the Togaochi, Allen's Innocence returns to normal and is severely damaged, causing him intense pain. Meanwhile, Lenalee learns the truth of a Togaochi and Suman's fate from Komui.

The huge body of Suman begins to deteriorate and Allen wastes no time activating his Innocence, but unfortunately, his arm begins to grow in intense pain as he tries to remove Suman's Innocence. Miraculously, Allen manages to get Suman and his Innocence out of the body. Unfortunately, Suman is still alive but his mind has gone dead. Then......!

fter watching Suman crumble away in front of him, Allen meets the sadistic Noah, Tyki Mikk, whose ability, besides controlling the devilish butterflies known as Tease, is to pass through absolutely anything at will. He rips off Allen's left arm and destroys his Innocence. Knowing that he is near his final moments of life, Allen orders Timcanpy to escape with Suman's Innocence. Tyki, with the help of his little card keeper, Cell Roron, discovers Allen is on his death list, thus he plunges his hand into Allen's heart, making a hole in it, which will kill him slowly. As the moon shines in the forest, a pink-haired girl stumbles upon the dying Allen...

After saving Timcanpy from the remaining Akuma, Lavi and Lenalee follow Tim back to the bamboo forest, but find that Allen isn't there anymore. Tim shows Lavi and Lenalee the memories of what happened here, causing great distraught to both exorcists. When they return to the port, a man from the Asia Branch named Wong, explains that Allen was found and is being held at their headquarters (in so doing, sugesting that Allen is dead) and that the exorcists are to continue their journey to Japan without Allen, but arriving as his replacement is Miranda Lotto, who uses her Anti-Akuma weapon, Time Record, to restore the ship's damage, thus the exorcists finally depart China.

Allen finally opens his eyes and wonders how he is alive. He discovers from Asian Headquarters Chief, Bak, that it was his own Innocence, which although was destroyed, lingered on as a cloud of particles and actually filled the hole of his damaged heart, saving his life. Determined to rejoin his companions, get to Edo, and fulfill his promise to Mana, Allen vows to restore his Innocence at all costs. However, he discovers it won't be as easy as he thinks! Also, Allen also meets Wong, who is Bak's assistant; Fou, who is the guardian of the Asian Headquarters; and three division workers: Rikei, Shifu, and Lou Fa.

Determined to do anything it takes to restore his Innocence, Allen begins his training with Fou, doing battle with her while constantly trying to activate his Innocence to fight. Meanwhile, General Klaud Nine and General Winters Sokaro return to the Black Order upon news of the deaths of their exorcist units.

Back on the ship on route to Edo, Lenalee finally decides to accept the fact that Allen had to be left behind and puts on her new exorcist uniform. However, the ship is attacked by Eshii, a powerful Level 3 Akuma, who was once a Japanese painter, which explains why he uses the word "Title" before every attack. Lavi, Krory, and Bookman fiercly fight aganist Eshii, but are no match for him, resulting in Bookman getting a serious injury, however temporarily saved by Miranda's power. Realizing that everyone is in serious danger, Lenalee leaves the ship to confront Eshii alone.

Lenalee and Eshii continue to fight fiercly in the air while the ship comes under attack from akuma hiding up in the clouds. Many crewman are struck by the blasts and killed, only to be revived by Miranda's Innocence. Lavi tries to determine how they can fight an enemy they can't see. Meanwhile, Lenalee and Eshii's battle reaches the ocean surface where Eshii reveals his true ability. He uses dark matter to create chains around Lenalee and the ship, increasing the gravity around them and dragging them underwater. Lenalee struggles to stay afloat, but Eshii pushes her down and she disappears into the ocean depths.Lavi and Krory then fisgured out a plan which is by using the Nature Seal to clear the clous and krory kill the akumas

Lenalee, floating in darkness, remembers Allen and what she said to him concerning her view of the world. Afterwards she pushes herself and her innocence to the limits and even exceeds them, defeating Eshii in the process and disappering once again.

While Lenalee is fighting the level 3 akuma, the sailors and exorcists on board the ship are trying to protect it from other akuma. After finally defeating them, they now wait Lenalee's return anxiously.

Lenalee is saved by her Innocence and with the help of Cross Marian's converted Akuma, Lavi manages to bring Lenalee back to the ship, but she is no longer able to walk. The level 2 then explained that in Japan, there are more level 3s and above.The then discussed for awhile and decided to head on. Anita, Mahoja and their crew died when Miranda deactivated her Innocence with 3 crew men surviving, following the Exorcists to Edo to find Cross Marian while Allen continues to attempt at re-materialising his Innocence back into its original form.

The 5 exorcists and a few surviving sailors finally arrived at Japan, but Miranda was too exhausted and Lenalee unable to walk. Chomesuke( Her body is named Sachiko which Lavi occationally calls her that.), a Lv 2 Cross-modified Akuma, told them about the 300 years of Japan's history under the control of the Earl. While heading to Edo, they run into three of the Lv 3 Akumas, who hunted down a Lv 2 Akuma and hungrily and cruelly ate it. Chomesuke was caught by one of the Akuma who proves to be more than a match for both Lavi and Krori. However, Lavi attracts the attention of the other two Lv 3's, and the three begin fighting amongst each other. They take advantage of this to escape.

Allen trains endlessly trying to regain the control over his Innocence, but the reports of his training show that he is making little to no progress. When he realizes this, he begins to try harder for teh sake of reviving his Innocence as he desprately wants to return to his friends to help them fight against the Akuma. Fou transforms into Roufa and has a talk with Allen reminding him that he isnt fighting just to fight but for something precious, this causes him to remember he is fighting for his friends. Tyki Mikk checks to see if the Cell Ronnin is correct with the Earl and he then sends a lvl 3 Akuma and a Tease to China to finish Allen.

A Level 3 Akuma Heads for China to kill Allen. Lenalee and the others head towards Edo and are ambushed by the Level 3 Akumas from earlier when they were at the shore, they use tricks to evade them for a short while and are surrounded a short while later. All Akuma in Japan are then summoned to Edo by the Earl which cuases the three Level 3's to head away. Chomosuke also parts with the group because the earls order is to strong for her to resist, and it is revealed that the Earl is at Edo Castle. While Allen is training with Fou his eye reacts to something and The Earl gives his orders to kill the remaining two generals, hurrying the Noah clan. The Noah Clan and Akuma at Edo Castle are then attacked by Lavi and the rest in order to stop them from getting to the generals. Lavi and The Noah(Tiki Mykk)that destroyed Allen's Innocence are about to fight as he tells them that Allen is still alive and that he sent a Level 3 Akuma to kill him assuming his innocence is gone.The last part shows that the level 3 is about the attack the Asian branch where Allen is...

Episode starts off with recap of why Allen is unable to obtain his Innocence and continues on to another training session with Fou. In the session Allen is showing some signs of strength by being able to throw Fou by her foot, but as she countered and had her blade around Allen he still faced the fact that he was still nothing without his Innocence. Allen whas wotld that his innocence did respond to the training although it did not take form. He then remembered that he only thought about his friends during the training and they tried to revive Allen's inocence. Allen deeply focuses on getting back to the side of his friends his innocence shows some high energy reading which might be linked to reviving allen's left arm. Unfortunately when Allen had a chance at focusing his innocence back his cursed eye returns once again and puts Allen through pain as the eye continues to search for what its looking for while alarming the others. Allen reveals that it feels as if an Akuma is calling for him and the feeling is getting stronger. Allen says he wants to go on and continues to fight Fou while his eye is in pain. His innocence then has a powerful reaction yet again, but unfortunately the cursed eye's pain was too much to handle and allen fainted. The Apprentices and Bak-Chan speculate more again and think about Allen's terrible fate. Suddenly Fou senses something strange happening as Tyki Myki's assassin(the level 3 akuma) finally makes his appearance and strikes easily through Fou's barrier plowing a hole right through her and causing her much pain. The alarm in the Branch goes off and everyone is on a run for the exit. In the midst, Allen hears the alarm, got out of bed, runs into the apprentices, and comes eye to eye with the Level 3 Akuma. His eye invokes itself immediately omitting a strange feeling that Allen wonders about.Fou then indicated that Allen's life was the top poirity while Allen refused to run. The Assassin laughs as he glared at Allen and attacked Allen

The story recaps on Allen being stabbed by the Level 3's thread. It affects his molecule structure and partially broke it down. While this is happening the whole Asian HQ is going into hiding, along with locking down their information so the Akuma can not damage it. Bak awakens the guardian deity by engraving a mark on his hand to trap the Akuma in beams of light that come from the pillars around it. They run with Bak carrying Fou, they go into a hallway and Bak again uses the guardian deity to close the wall, while it is closing Bak sees the aproaching Akuma and Fou transforms into Allen to fight it. Allen begins to cry blood from his eye and when a tear hits the ground his Innocence manifests around him and he warps infront of the gate Bak finaly opens the wall and Allen jumps onto the back of the Akuma damaging it with his right hand.

Allen engages the Level 3 Akuma in battle. Allen speaks to the soul trapped within the Akuma, and learns that this soul was the one that had previously been calling out to him. The soul asks Allen to save him, and Allen consents. However, because his body's composition is unstable (due to the Akuma's prior attack), Allen literally begins to crack during the fight. When Allen crumbles completely, the Akuma turns on Bak and Fou, partially decomposing their bodies too. Enraged, Allen finally manages to reactivate his Innocence and, and he destroys the Akuma. His new Innocence gives him a long black arm with razor sharp talons for fingers. He also acquires a white cowl that shoots web-like projectiles and is fitted with a mask. Before the Akuma dies, he tells Allen of the gathering of the Noah, the Level 3 Akumas, and the Exorcists in Edo.

After Allen recovers his left arm, he reflects on his old Innocence while many tests are done on the Ark. The tests show that his Innocence has reached 100% synchro-rate. Bak and Allen decide on a new name for Allen's newly evolved Innocence: God's Clown, otherwise known as Crown Clown. He is then given a new Exorcist coat by Wong, and he bids farewell to the Asia Branch, preparing to leave and board the Ark. Bak gives Allen a wireless communicator in a form of a gold earring, which allows him to talk to Komui. Lou Fa, Rikei, and Shifu return Allen's deck of cards, and Allen prepares to head off to Edo via Noah's Ark. The episode ends with Lavi preparing to engage in battle with Tyki Mikk.

The battle between the Exorcists and the Noah continues. While Lavi fights Tyki, the Earl combines the Level 3 Akumas into one giant Akuma that attacks the Exorcists. Meanwhile, Lavi attacks Tyki with a new move (a combination of the Fire and Heaven Seals). The Exorcists attack the giant Akuma, but their attacks have little effect. The giant Akuma uses its Evil Star Gita attack and destroys much of the battlefield. Chomesuke sacrifices herself to enable Lavi, Krory, and Bookman to attack the giant Akuma's head (its weak point). Although they succeed in knocking it down, the Akuma manages to get back up again and severely injures them. Meanwhile, Allen enters the Ark and is surprised to find that it is a lovely place filled with white buildings, just like any other country. When he expresses his concern for his friends, Komui cheers him up by telling him to think happy thoughts. Kanda, Marie, and General Tiedoll arrive in Edo, overlooking the scene of the battle between the other Exorcists and the Akuma.

The fight between Lavi and Tyki continues. While Lavi is repeatedly beaten down by Tyki, Bookman and Krory continue their assault on the huge Akuma, but their attacks continue to fail. Meanwhile, Miranda can no longer maintain her Innocence's barrier over the storage room, giving Tyki the opportunity to capture Lenalee. Chaoji and his comrades attempt to help her, but their efforts are in vain. Just as Tyki is about to deal them the killing blow, Kanda intervenes and begins a fight with Tyki. With Lavi's help, he manages to save Lenalee. Tyki prepares to counterattack, but he retreats when ordered to by the Millennium Earl. Marie uses his Noel Organon's ability to paralyze one of the giant Akuma. Kanda then reveals Mugen's second illusion, Nigentou, and destroys the Akuma in one slash. However, before the Exorcists can relax, the Earl fires off a black orb of energy that grows larger and larger, engulfing Edo in the process.

The Earl's black orb of energy completely destroys Edo. The Exorcists are left in various conditions, though General Cross' group is more severely wounded. Lenalee, however, is protected by her Innocence, which once again encases her in a crystal-like form. This form catches the Earl's interest, and he sends Tyki, Skin, and the giant Akuma to obtain her Innocence. Kanda fights Tyki, Lavi and Marie confront Skin, and General Tiedoll confronts the giant Akuma. However, with all the Exorcists doing battle with the Noahs, Lenalee is left unguarded, giving the Earl a chance to obtain her Innocence himself. Just as he is about to kill Lenalee, a white arm stops him. The ark's gate is shown open, leading directly to Lenalee, where Allen and the Earl meet face to face once again.

The battle in Edo continues. After greeting the Earl, Allen vows to protect Lenalee. The Earl retaliates and thus begins fighting Allen. During the fight, the Earl reveals some of his hidden abilities by turning Lero into a sword. Eventually, Allen hits the Earl with a Cross Grave attack, but the Earl seems unaffected. The Earl laughs and assures Allen that they will continue their fight another time, and he fires a purple orb of energy, which causes a massive explosion. When the smoke clears, The Earl, Tyki, and Skin are gone, and the Exorcists are in confusion. Inside the Ark, The Earl reveals to Tyki that both Allen and his Innocence are still alive. In Edo, the Exorcists seize their chance to heal and regroup. Despite General Tiedoll's warning of the upcoming dangers, General Cross' group decides to keep moving forward. Lenalee awakens and thanks Allen for trying so hard to save Suman. A pentacle suddenly appears on the ground, and Lenalee is kidnapped by Lero and disappears.

Lero kidnaps Lenalee, who is sucked into a portal. Seeing Lenalee disappear, Allen reaches into the portal and is pulled in as well. Lavi, Kanda, Krory, and Chaoji follow suit. Soon after, those who are left behind look to the sky and see a strange object in the sky; General Tiedoll and Bookman realize that the object is the infamous Noah's Ark. They are then attacked by a horde of giant Akuma. Marie attacks with Noel Organon while Tiedoll attacks with Art. Miranda, who is still tired from the previous encounters, tells Bookman that everyone's time is still inside her Innocence, but any new injuries that they receive will not heal. Inside the Ark, Allen and his friends see a projection of the Earl, who tells them that they will be deleted (along with the Ark) in three hours. The Exorcists race to find the exit that Allen had previously used. Tyki appears and tells them that there is an exit situated at the Ark's highest point, the top of a tower. Allen realizes that Tyki is the Noah that destroyed his Innocence. Tyki gives them a key to Road's exit door and leaves. The room that the Exorcists enter is occupied by the Noah, Skin Boric. Kanda, who recognizes Skin as the Noah targeting General Tiedoll, tells the others to go ahead and prepares to challenge Skin by himself.

Kanda decides to fight the Noah, Skin Boric, and tells the others to go ahead. They refuse and insist on staying with Kanda until he finally attacks them in fury. They go ahead after Lenalee makes Kanda promise to follow them. Nonetheless, they worry because they know that the room will be destroyed once it finishes downloading. Now alone, Kanda fights Skin one-on-one. Tyki Mikk watches them (as well as the other Exorcists) in a room with Road. In Edo, Marie and Tiedoll continue to fight the giant Akuma.

Kanda, superior in speed, and Skin, superior in power, fight to an apparent stalemate. Skin reflects on his past while barraging Kanda with blasts of lightning; Kanda responds by using his Nigentou. The room shakes, signaling that it will collapse soon; Kanda then activates his Kinki Sangenshiki (Taboo Three Illusions). As he uses this move (which drains part of his life), Kanda remembers a conversation that he had with Komui regarding the duration of his life, as well as a lotus blossom that symbolizes the amount of time that he has left. Suddenly, chains (representing Skin's dark energy) materialize, connecting Kanda to Skin. Skin uses these to throw Kanda around, telling him that the Noahs can never die. Finally, Kanda unleashes a final attack. As Skin falls, Kanda tells him that anyone can die as long as they remain mortal. Sure of his victory, Kanda heads for the exit. However, as he approaches it, Skin reawakens and prepares for his final attack.

Believing he defeated Skin, Kanda walks to the exit of the room, but the numbness in his left hand and knee hinder him. In addition, too much of his life was consumed in the battle with Skin. As he is about to lose consciousness Skin's eyes start to bleed. Skin remembers three years ago, when he went to see a priest who told him about Noah. Remembering the pain the Innocence caused his ancestors, the Noah revives to fight Kanda once more. Draining more of his life, Kanda restores Mugen momentarily and destroys him, but the exit crumbles before he can leave. As the room crumbles, Kanda thinks of his friends and of the lotus blossom representing the remainder of his life wilting. The room then completely collapses. In Edo, Miranda notices that someone's time has vanished.

As Skin Boric dies, the Noah within the others begin to cry. They then find out that General Cross had escaped from the Noah twins, Jasdero and David, once again and left them with the debts. Road notices that Allen's name is on the bills. While the group continues walking down the corridor, the twins set several traps which involve liquor bottles and gambling. Allen manages to beat these challenges through his knowledge of past experiences with General Cross. Eventually they come face to face with Jasdero and David. The fight begins with the twins using their guns to fire Cross's bills at Allen, before firing a bigger bullet.

The Exorcists begin fighting the twins, Jasdero and David. The Twins fire several kinds of bullets: blue (freezes everything it touches), red (ball of fire) and white (nulls the effect of their own power). The Twins want Allen to pay the debts General Cross tricked them into paying, which Allen claims are nothing compared to those he had. Soon after, the Twins fire a purple bullet covering the eyes of the Exorcists causing them to hallucinate. The Twins hide from sight and Allen loses Road's key in a sea of illusionary copies summoned by the Twins' ability.

No longer visible to the group, Jasdero and David attack. After Allen fails to force them out of hiding, the twins fire a new bullet: the green bomb, enclosing Allen in an airless jelly-like blob. Lavi helps and reveals, as he is Bookman's successor, he can identify the key. As he searches for the key, Krory also reveals he can find the Twins, and directs Allen in successfully catching them. To get out of their hold, the Twins release a mud-monster called Jasdevi's Hatred on Allen and Krory, devouring them whole. The Twins then take Lenalee and use her as a shield, angering Allen, who breaks free, only to be kept busy by an illusionary Earl with all the strength of the real one. Lero reveals that when the twins are thinking the same thing they make it real. Lavi finds the key, the masks and illusions disappear, and the Twins are visible once again. They become angered from being called 'kids' and annoyances, so they merge and reveal their true form, Jasdevi, "the Strongest Body Ever Imagined".

In their combined form, Jasdevi has become exponentially stronger. Krory fights Jasdevi one on one to allow the others time to escape. When Krory drinks one of his three bottles of Chomesuke's blood, he is able to fight almost on par with Jasdevi. Jasdevi angers him by casually calling him a vampire and a monster. It reminds him of his lost love, the only one allowed to call him "vampire." Fueled by his anger, Krory drinks a second bottle of blood, but the fight has left him too weak to break down the poison within the blood. He grows weaker, but tries to avoid drinking the last bottle. As the fight wears on, he decides he must drink the last bottle, but Jasdevi takes it from him and drinks it himself. With Krory greatly weakened, Jasdevi is able to enclose him inside an iron maiden.

After Krory's defeat, Jasdevi moves onward toward Allen and the others. Meanwhile, the dying Krory encounters his lost love, Eliade, who tells him that by dying he'll lose those humans who considered him a friend. More determined than ever, Krory's blood leaves his body and attacks Jasdevi in a form created by his innocence called "Bloody Krory." This weakens Jasdevi alot and after one final clash, Jasdevi de-materializes into Jasdero and David, causing them to stop and rest, ultimately falling through the door and disappearing. After the room Krory is in collaspes, Allen, Lenalee, Lavi, and Chaoji continue their walk through the ark and come to the final room, at the top of the tower, where Road and Tyki await.

With only the tower left standing on the Ark, the group is now trapped inside with two Noah. Lenalee and Lavi are shocked to learn Innocence has literally become part of Allen's heart. This leads Lavi to speculate Allen, in addition to Lenalee, may be the heart. Soon after, Allen and Tyki face off once again. Meanwhile Road traps Lenalee and Chaoji and sends Lavi's mind and spirit to another dimension, where he has to confront himself and if he survives Road promised to release their trapped comrades.

Allen's battle with Tyki Mikk and Lavi's struggle with Road's dream continue. Tyki is determined to crush Allen's Innocence once again, and "snaps" after Allen pushes his Innocence to injure Tyki in a surprising move. Meanwhile, Hevlaska writhes in pain as a new general, who has pushed his Innocence synchronization rate past 100, is being born.

After exceeding critical point, Allen's power and synch-rate with his Innocence has exponentially increased. His new sword, which resembles the Earl's, scares the Noah upon first sight of its power. As Allen escapes from Tyki's vacuum, Lenalee and Chaoji attempt to escape Road's cell, but hurt themselves in the process. Meanwhile, Tyki defends against Allen's Innocence and remembers events from his "white" side and his "black" side. Allen finally breaks through the defenses and cuts him. Thinking he should be dead, Tyki and the others are confused to see he has suffered no apparent damage yet felt pain. Allen reveals purpose: to save the human, or "white" side, of Tyki Mikk. Stigmata form where the cut should be and Tyki begins to feel the pain of the Noah inside him dying. As Road watches in horror, Allen exorcises the Noah from Tyki and the Noah's gray skin and forehead stigmata fade away. But Chaoji is suddenly stabbed by Road's candles. After watching her family member exorcised, Road surrounded them with candle stakes and swore her revenge, deciding to destroy Lavi's mind trapped within her. Meanwhile, Lavi realizes that his illusionary environment can still hurt him. Surrounded by his "dead" allies come back to life, Lavi prepares to attack the illusions.

In Road's dream world, Lavi cuts down his comrades as he tries to ignore their pleads. But he is defeated by his illusionary friends. Road reveals Lavi was never injured, but went into shock because he believed his friends stabbed him. She releases Lavi, now controlled by his bookman heart, and orders Allen to kill him, or Lenalee and Chaoji will die by her candles. But Allen refuses and instead stabs Road. But she is uninjured as it is not her true body. Allen is engulfed in flames, but realizes that the heat is not effecting him. The candles surrounding Lenalee and Chaoji begin to melt instead. Back in control of his body, Lavi burns himself and engulfs Road in flame. She still seems uninjured however, until a blade pierces her body. Back in the dream world, Lavi realizes that Allen is the true Road, and succeeds in damaging her.

After damaging Road in the dream world, Lavi starts to fade away. However, the other Lavi realizes he is the exorcist's real mind and returns to his body. Screaming Lavi's name, Allen manages to save him and the fire seal turns into stone. Road breaks out of the stone and is unable to move. Lenalee starts to believe that Allen and Lavi are gone, but they also emerge from a pile of stone. Road starts to laugh hysterically until she bursts into smoke. Soon after, the room starts to crumble. When they reach the exit, Allen decides to save Tyki, but is pulled down to the floor below. After the dust clears, it seems something is wrong with Tyki, who has transformed into something terrifying.

The transformed Tyki is too fast and too powerful for Allen and Lavi and with the door destroyed, there is no way out of the Ark. Despite there is little hope, the Exorcists fight back. When the tower crumbles, Chaoji reacts to an Innocence, saving his and Lenalee's life for the while. The fight continues, as Allen vows to fight until his life ends. Meanwhile, strange beings guard a large round object and seem to be defeated by one of their own.

Tyki is gaining momentum while Allen and Lavi are weakening. As Allen falls through a hole, he is saved by a stranger who turns out to be his master, General Cross Marian. Cross single handedly defeats Tyki with his innocence Grave of Maria and his second Innocence, Judgment. Just as he is landing the final blow, the Millenium Earl interrupts. The Ark crumbles and Lavi and Chaoji fall into the abyss, as the Earl and Cross face each other.

The Earl and General Cross Marian share a brief conversation, and when the Earl mentions all of the Exorcists who "disappeared," Allen becomes enraged and attempts to fight the Earl, despite the fact that he is quite seriously wounded. Upon seeing Allen's new innocence, the Earl comments that it is just like his own sword, and after trading a few blows with Allen, decides to take the unconscious Tyki and escape the crumbling Ark. As Allen attempts to follow the Earl, General Cross uses the Carte Garde ability of his innocence Grave of Maria, and orders Allen to stop fighting the Earl from his hatred. The General then takes both Allen and Lenalee to the Akuma Egg, and orders Allen to control the Ark, and sends him and Timcampy into the "secret room" of the 14th Noah, where Allen faces a dark apparition in the mirror who calls Timcampy "My Timcampy." The black Ark of the Earl is revealed, and it seems that all is lost as the Original Ark disappears; but when Allen begins to play on the white piano, using a mysterious set of symbols projected by Timcampy as the music, the Ark begins to join back together again.

Allen managed to control the Ark, so the Ark was repaired with all the Exorcists who perished in the Ark brought back to life. Furthermore, the "factory" egg for creating akuma was half downloaded due to General Cross's spell, so it doesn't function. Chaoji then gains his innocence in the form of two bracelets interlocked as he tried to rescue the excorcists when the fell through a bottomless door; a pair of interlocked bracelets attached to his left hand. They suddenly realise that General Cross, who is a womanizer, is alone with Lenalee. They hurry back only to discover the General and Lenalee appear to be in a passionate embrace.

Allen and all of his friends return safely to the HQ and Miranda deactivates her Innocence, making the injuries the Noahs inflicted on the Exorcists reappear. While the excorists recover in the hospital of HQ, Bak and other scientists study the ark's ability to teleport people anywhere in the world. Allen goes into the piano room with Tim and ponders on how the symbols he and Mana created years ago were the song to move the ark. Elsewhere, the Earl becomes enraged by the fact that the 14th Noah has somehow helped the Exorcists obtain the ark and the Akuma "egg".

Komui and Bak meet with other Branch heads and the four Generals, and were confronted by Special Inspector Malcolm C. Levellier and his Howard Link. Levellier and Link outlined all the events that started in Edo, and proposed severe punishments for Cross because of his unorthodox handling of his mission. They also proposed putting Allen on trial for heresy, because he and Cross clearly have some sort of tie with the enemy, specifically the Fourteenth Noah. Cross was alarmed that Leverrier knew about the Fourteenth, but he was confident that nothing would be turned up in any investigation. Thus, Leverrier assigned Howard Link to supervise Allen's every movement.

Howard Link confronts Allen in the cafeteria, while notifying him that he will be under surveillance. After hearing Howard talk to Allen, Lenalee talks to her brother to understand the meaning of this. She comes in contact with Inspector Malcolm C. and remembers her past, when she was traumatized by him. Eventually, Allen learns that he is suspected of being related to the "Fourteenth". Later on, it is discovered that the science department of the Order somehow removed the Akuma "egg" from the ark to study it. The heads of the Asian branch come in and said they would help with the study of the egg as well, but they were rejected. Thus, Johnny was stabbed by the Noah Lulubell, who was in disguise, while hundreds of Akuma appear behind her.

A violent battle ensues with Allen and Bookman fighting Lulubell's army of Level 3 Akuma, while the science department is slowly turned into a colony of Skulls.

Allen exorcises numerous Akuma but they won't stop coming at him, their aim being to prevent the exorcists from reaching the egg.In the meantime, Lulu Bell opens a new gate that will take the kidnapped Allen and the egg back to the Earl. Will she be able to make a clean escape?

The Exorcists defeat all but one Combined akuma. However, when Lulubell came back for the Egg, she transformed into a liquid form and the Generals were unable to damage her. Lulubell trapped Miranda inside her liquid form and escaped with the Egg. The Generals use their Anti-akuma weapons to fire at Lulubell, despite Miranda being inside her. However, Miranda is protected by Allen, so she was not harmed. Meanwhile, Johnny went looking for Tapp. However, Tapp was already a Skull and thought of Johnny as an enemy. Johnny is then swallowed up by the only remaining alive Combined akuma. And Allen heard someone laughing, foreshadowing that a Level 4 is coming.

A Level 4 akuma appears and creates a big ruckus, destroying a lot of things. Allen fights with it, but the fight doesn't go well. Will he be able to survive?